Exhibit 10.38




2315 Broadway Realty Co. c/o 116 East 27th Street, 3rd Floor New York,
New York 10016




November 18, 2005




Mark Chernis President and Chief Operating Officer The Princeton Review, Inc. 2315 Broadway New York, New York
10024


|Re: |  | Landlord:  2315 Broadway Realty Co.
(Landlord) Tenant: The Princeton Review, Inc. (Tenant) Lease: Any and all leases and amendments to lease
agreements between the Landlord and Tenant (Leases) Premises: The 2nd,
3rd and 4th Floors as demised
under the Leases between Landlord and Tenant in the building known as 2315 Broadway, New York, New York
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dear Mr. Chernis:




This is to advise you as officer of the
Tenant, that Leases between the Landlord and the Tenant shall hereby be extended through and including December 31, 2014. All terms and conditions of
the Leases shall remain in full force and effect including but not limited to all additional rent items in the Leases such as Real Estate Tax Charges,
Water Charges and Miscellaneous charges. As of January 1, 2006 the minimum annual base rent provisions of the Leases shall be deleted in their entirety
and shall be replaced with the following:




From January 1, 2006 to December 31,
2006, $743,948.00 per annum ($61,995.66 per month)




From January 1, 2007 to December 31,
2007, $758,348.00 per annum ($63,195.66 per month)




From January 1, 2008 to December 31,
2008, $772,748.00 per annum ($64,395.66 per month)




From January 1, 2009 to December 31,
2009 $787,148.00 per annum ($65,595.66 per month)




From January 1, 2010 to December 31,
2010 $801,548.00 per annum ($66,795.66 per month)




From January 1, 2011 to December 31,
2011 $815,948.00 per annum ($67,995.66 per month)




From January 1, 2012 to December 31,
2012 $830,348.00 per annum ($69,195.66 per month)




From January 1, 2013 to December 31,
2013 $844,748.00 per annum ($70,395.66 per month)




From January 1, 2014 to December 31,
2014 $859,148.00 per annum ($71,595.66 per month)




As review and summary of the minimum
annual base and additional rent charges are attached hereto as a proposed rent bill that is for your reference only of an estimate of your rent bill
for January 1, 2006. Please note that nothing in the attachment changes any of the terms of the lease(s).




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Your signature as an officer of Tenant
at the foot of this letter signifies Tenants agreement and consent with the foregoing.




Thank you.







|Very
        truly yours,                                          |  |  |                                                        |                             
|------------------------------------------------------------------ |  |  | ------------------------------------------------------ | ----------------------------
|2315
        BROADWAY REALTY CO.                                   |  |  |                                                        | /s/
        JEFFREY D. SMITH
|                                                                   |  |  | By:
      Jeffrey D. Smith.
      Its: General Partner
|                                                                   |  |  |                                                        |                             
|Agreed
        and Accepted by:
        THE PRINCETON REVIEW, INC. |  |  |                                                        | /s/ MARK CHERNIS            
|                                                                   |  |  | By: Mark Chernis
      Its: President and COO         



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